Business Organizations

Course Description:This course describes how the laws governing business organizations impact the work of all lawyers regardless of the field in which they ultimately focus. A basic understanding of the organization and management of business enterprises, and the law of agency, partnership, and corporations, is routinely needed across a broad and diverse range of legal specializations.

We study how businesses are formed. We examine why businesses are regulated and why. We study how companies raise money, spend money, and pay taxes. We analyze the legal standard of conduct expected of companies, their owners and managers.

Currently we have the opportunity to focus on the U.S. financial crisis, and how businesses and Wall Street factor into the evolving role of corporate law.
It is fundamental to understand all the forms into which business enterprises are organized, and the pros and cons of each form. Business enterprises can be organized in various ways to achieve different goals. Lawyers are often called upon by business people to help them define their goals, and then select the form of organization through which they can most likely achieve those goals. Accordingly, we study the law of agency, sole proprietorships and partnerships, and the increasingly popular new form of enterprise called the limited liability company (“LLC”).

The major focus of the course is on the most popular form of business organization, the corporation. We study how corporations are used to raise and manage capital, allocate risk, and divide ownership and management prerogatives. We focus on the responsibilities of boards of directors, the rights of shareholders, the issuance of stock, mergers and acquisitions, and corporate governance.

We follow a hypothetical company from a start up to a successful and growing enterprise We also examine broader policy questions such as how our capitalist system and business needs shape laws and regulations in the United States and, conversely, how laws and regulations promote and impede business and capitalism.
Special attention is given to a broad view of the course content to make it relevant to lawyers with various professional interests including for example, litigation, domestic relations, intellectual property, real estate, environmental, public interest law, trusts and estates, employment, entertainment, sports, commercial, and even constitutional and international law, lawyers in large and small firms, government agencies, non-profit organizations, and regulated industries, as well as corporation law departments.

No background in business, accounting, or finance is required.

ATTENDANCE POLICY: Attendance and participation is expected. Students will be called upon to participate. Substantial information will be delivered in class lectures that is not in the written course materials.

Additional Information:Credit Hours: 4Grading Option: Numeric Grade and ONE-Time Pass Option is Available, or Letter Grade OnlyGraduation Writing Requirement: NoFlexible Writing Requirement: NoSkills Requirement: NoPrerequisite: There are no prerequisites for this course. The course is not open to students who have taken Business Associations I or II. Final Exam Given: YesFinal Exam Type: In-ClassParticipation Points: Yes. Participation in class discussion is expected. Attendance Policy: Per Statement of Student PoliciesOnline Course Site: Blackboard